HomeMy WebLinkAboutRelease, Hold Harmless and Indemnification AgreementRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this . 6 day of November , 20 20 , by
4200 Associates, LLC, a Delaware limited liability company, ("Applicant") to the City
of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-1 9") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID- 19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28,2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hanntess, and Indemnification Page I ofS
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-I 9
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hanyfless, and Indeinnificatton Page 2 ofS
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
clairns or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hannless, and Indemnification Page 3 ofS
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
b. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Hannless, and Indemnification Page 4 of&
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnification Page 5 of
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages followl
This space intentionally left blank
Release, Hold Hanniess, and Indemnification Page 6 of8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
4200 Associates, LLC
(Name okApplicant)
a DelawAL7jjpited liabKty corn
(Type of Ckj%py orAdividual)
By:
(Signature)
Craig Robins I MV -
(Name of Peron ARNrized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledzeJ before me rne ns of sical
i al
p
presence OR online notarization, this day of 20 by
Craig Robins" a as of
. Personally Known or Produced Identification
Type of Identification Produced -If
YARRM RODMAJU
WCOMMISSION M290111
EXPIRES: F*uary 7,2M
A
Prt or Stamp
Name:
Notary Public, Stalter
Commission No
My Commission Expires: 7 ZZ3
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Hannless, and ladetnnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM A'AD
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Hanydess, and Indemnification Page 8 ofS
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this . 6 day of November , 20 20, by
Dacra Design 4141 LLC, a Delaware limited liability company, ("Applicant") to the City
of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -
Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the city for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding Virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use Communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with sorne exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28,2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hannicss, and Indemnification Page 1 ofs
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hanniess, and Indemnification Page 2 of&
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for Public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold HannIess, and Indemnification Page 3 of
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Hannless, and Indemnification Page 4 ofli
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indeinmficatzon Page 5 of8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures,
[Signature pages followl
This space intentionally left blank
Release, Hold Hanniess, and Indemnification Page 6 of8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Dacra DTign 4141 LLC
(Name of Applicant)
a Delaware 'l'�Jed li/ rn i abil co W 'o 'r
(Type of Campr ndividual)
By: --
(Signature)
Craig Robini
(Name of Person Authorized to Sign)
as President of Dacra 4141 Managing Member, Inc., a Florida corporation, its Managing Member
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade
The foregoing instrument was acknowledge, before me e ns of
presence OR online notarization, this 2 day of
Craig Robins** a ' as
. Personally Known or Produced Identification
Type of Identification Produced /— , I - —
` h 'sical
20,B, by
of
'-e cool
A� fVwd�
YARffZED RODRMW PrVt or I p a n i e: "
W COMIMON I GG MM My Commission Expires: Oc�- Z6
f"
Notary Public, State. o
WMAft"I.2023 Commission No.:
**as President of Dacra 4141 Managing Member, Inc., a Florida corporation, its Managing Member
Release, Hold Harmless, and Indemnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Hanniess, and Indemnification Page 8 of8
), is mnade and entered into this � 66xv of by
Half -Circle Property (Del.) LLC, a Delaware limited liability company, ("Applicant") to
tile City of Miami, Florida, a municipal corporation of tile State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
District Retail Street Special Area
has applied to the City for
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
'
--..--', and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Cononaviruy lD-19`) pandemic pursuant to the Governor's Ezccodvc Order Number 20'
69, as extended by Executive {)odcco 20-112 and 20-/39" v/bioh suspends any statutory
requirement that phvnioe| quorunn be present in order to hold u public meeting and permits \onu|
governments to use communications rnedia technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, tile City Commission adopted Ordinance No. l3O03ooMay 282020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold x=nles^and Inu="nio=^on Page /ofw
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-1 9
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hanniess, and Indemnification Page 2 ofS
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release. Hold Hannless, and Indemni6canotn Page 3 ors
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, Suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold HannIcss, and Indemnification Page 4 ofg
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
g. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnification Page 5 of&
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page 6 of9
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Half-Cir�1e Property (Del.) LLC
(Name of %plicant)
a Delawar%mited liabigy coral
(Type of Coilkny or)Kdividual)
0
(Signature)
Craig Robins `-
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledged before me b teas of physical
presence OR online notarization, this day of 6QW'!2ffL 70 2Q by
Craig Robins" a as of
Personally Known or Produced Identification
Type of Identification Produced
ROOK-Ua
FISSION # GG MM
Fdn" T. 2W
Prin ( or Stamp ,Name:
Notary Public, State
Commission No.:
My Commission Expires:
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release. Hold Hanniess. and Indeinnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mdndez, City Attorney
Release, Hold Hantfless, and Indeinnification Page 8 of8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement'*), is made and entered into this . 6 day of November , 20 20 , by
Jungle Plaza, LLC, a Delaware limited liability company, ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami-
IMMK4201=4
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hanniess, and Indemnification Page 1 ofs
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-I 9
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Harmless, and Indemnificatson Page 2 of8
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
"MMIMM M's
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hanniess, and Indemnification Page 3 of
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4 ofg
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnification Page 5 of&
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page 6 ofS
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Jungle Kaza, LLC
{Name o p' licant)
a Delawal\-mited liabili/con-if
(Type of Cc ny *or 1, ividual)
By:
(Signature)
Craig Robinsl V - --
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled ej before me N, iqans f
presence OR online notarization, this day of
Craig Robins" a as
. Personally Known produced Id ratification
Type of Identification Produced , 1 20
I sical
20 by
of
V I V
YARRED Prink or Stamp Name: . 11,414
RODWAM
JONS0029MIl Notary Public, State of
WCOMMISS
E)SFtES-.F*WwyT.2W Commission No.: 4r��4QO
Ilya W��
71VU Aawy My Commission Expires:
4 n
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Hannless, and Indemnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Harmless, and Indemnification Page 8 of&
I sw us man mnm s D101allm
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this . 6 day of November , 20 20 . by
Lovely Rita Acquisitions, LLC, a Delaware limited liability company, ("Applicant") to the
City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hanniess, and Indemnification Page 1 of&
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-1 9
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Harmless, and Indemnification Page 2 of
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Harmless, and Indemnification Page 3 of8
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Hannless, and Indemnification Page 4 of 8
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
deten-nination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason,
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Harmless, and Indemnification Page 5 of&
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page 6 of&
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Lovely Rita Acquisitions, LLC
(Name of AVplicant)
a Delawarftiited liabiL4, company
(Type of Corl%ny or Vdividual)
a
(Signature)
Craig Robiy ' 'V
(Name of Person Authorized to Sign)
as President of MDDA Sweet Bird Manager, LLC, a DelaN%are limited liability company, its Manager
HUI
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledge before me b,,,, riAeaps of ysica p h sisal
presence OR online notarization, this day of D(:�) UZ 20 by
Craig Robins** a — as of
Personally Known or Produced Identification
Type of Identification Produced 4
Printor StY.-rip Nahie: wkqv
YARrrZED RODRIGUEZ
Notary Public, State 0
MY COMMISSION GG 29Mi February7,2M Common No.: 4W
Q= EXPIRES Commission 6��t 2--Mq
nN Actiety Pubk U*%T%x My Commission Expires:
**as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
Release, Hold Hanniess, and Indemnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Hannless, and Indemnification Page 8 of 8
("Agreement"), is made and entered into this - 6 day of November , 20 20, by
MDDA Morning Dew, LLC, a Delaware limited liability company, ("Applicant") to the
City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the city for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28,2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hanniess, and Indeinnificatton Page 1 ofS
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hanniess, and Indemnification Page 2 of8
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Pat -ties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hanniess, and Indemnification Page 3 ofS
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release. Hold Hanniess, and Incicinnificanon. Page 4 of
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnificanon Page 5 of&
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page 6 ol'S
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
MDDA Morning Dew, LLC
(Name of Applicant)
a DelaArj limited liabilikf com[
(Type of Wany or Vividual)
By: t � V %11164
(Signature),, 1*4
Craig Rob)nNs
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability compart), its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledgebefore me v cal
presence OR online notarization, this day of j(rSUL—,20A'siby
Craig Robins" a as of
Personally Known or P duced Ide "tification
Type of Identification Produced r - -//1 -j
I I / . A / / / I A
L/J ljV1/1/// . / &� I
Print Ram' � q kot
p fl�me-
..W.N ta1YYARMMRODRI NotariPublic, State of-�Hnma
Commission No.: h
My Commission Expires: NVIAZ�
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Hantiless, and Indemnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Held Hanniess, and Indeinnification Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6 day of November , 20 20 , by
Norwegian Wood Acquisitions, LLC, a Delaware limited liability company, ("Applicant")
to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County
of Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the city for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28,2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hannless, and Indemnification Page I of8
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s),
Release, Hold Hanniess, and Indemnification Page 2 0178
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
• •-
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Pat -ties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hanniess, and Indemnification Page 3 0178
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold HannIess, and Indemnification Page 4 ofS
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
11. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant, As
Release, Hold Harmless, and Indemnification Page 5 of 8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hannless, and Indemnification Page 6 of8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Norwegian Wood Acquisitions, L C
(Name 4Applicant)
a ueiawa
(Type of
By:
(Signat
limited 101ity company
IQpany,/ Individual)
Craig Robins
(Name of Person Authorized to Sign)
as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled!e before me b means of ph sical
presence OR online notarization, this day of 20 by
Craig Robins" a as of
Personally Known or Produced Identification
-A
Type of Identification Produced
V � I V V - It WN
Print or STal-np Name:
04 -twvp*11-11' YAW= RODMEZ
U W
ARC0MM*S9Al#GG29W1l Notary Public, Stat of
. V E IRES: Foftaly 7. 2M Commission No.:
My Commission Expires: bz�
""as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
Release, Hold Harmless, and Indemnification Page 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
,...• AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Hannless, and Indemnification Page 8 of8
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this . 6 day of November , 20 20 , by
Oak Plaza Associates (Del.) LLC, a Delaware limited liability company, ("Applicant'') to
the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID- 19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk. or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemnification Page 1 or8
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-1 9
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, field Hamiless, and Indemnification Page 2 of8
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hanniess, and Indemnification Page 3 ofS
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4 ofll
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hanniess, and Indemnification Page 5 of 8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hannless, and Indemnification Page 6 ofs
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
w =. w M. rT. 1 M T#. "I
Oak Plaza Associates (Del.) LLC
(Name of Apalicant)
a Delaware IhA' ed liability omp
(Type of Compftgor Intl'vidual)
LIN
(Signature)
Craig Robins V�
(Name of PersoA Auth��ized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled e before me by means of ph sical
presence OR online notarization, this day of 0(b�22K—,20 by
Craig Robins" a as of
Personally Known or Produced Identification
Type of Identification Produced 11 j ,/l
4 Ul / U ( - 4 (/ I/ W , f - I
Pri At cl� Stamp Name:
YARMEDROMMiEZ
Notary Public, State of
MYCOWASSION8002"M qA
EXPIRES. Fd"Y. 201 Commission No.: 66 ?6F�l u
My Commission Expires: ()Gk I 1411
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company,
its Manager
Release, Hold Hannless, and Indemnification Page 7 of&
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Harmless, and Indemnification Page 8 of8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6 day of November , 2020 , by
Paradise Plaza Associates, LLC, a Delaware limited liability company, ("Applicant") to
the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemnification page 1 of 8
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID-19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hannless, and Indemnification Page 2 of8
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Harmless, and Indemnification Page 3 of 8
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Hannless, and Indemnification Page 4 of 8
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnification Page 5 of8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hannless, and Indemnification Page 6 of 8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Signed, Sealed and Delivered
Paradise Plaza Associates, LLC
(Name of Applicant)
a DelawarO&nited HaVity company
(Type of Co ny o;• ndividual)
LIN
(Signature)
Craig Robin WN
(Name of erson Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade
The foregoing instrument was acknowled e before me by m an of ph sical
presence OR online notarization, this day of �02, by
Craig Robins** a as of
Personally Known or Produced Id
cation Z/
Type of Identification Produced j f/(
Print(or Stamp Name:
Notary Public, State o
Commission No.:
My Commission Expires:
V
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Hannless, and Indemnification Page 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
Release, Hold Hannless, and Indemnification Page 8 of8
("Agreement"), is made and entered into this 6 day of November , 20 20 , by
Sun King, LLC, a Delaware limited liability company, ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -
Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the City for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hannless, and Indemnification Page I oi78
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold HannIess, and Indernnificanon Page 2 of&
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Pat -ties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hantiless, and Indemnification Page 3 0f8
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4 of
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnification Page 5 of &
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hanniess, and Indemnification Page 6 of 8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Sun King, LLC
(Name okApplicant)
a Delwv% limited liaVity comT
(Type of Cqny ory(ndividual)
By: 1ek".1 \ —
(Signature) \ NOV
Craig RobinNN
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledge before me bs mea s of V/ physical
online notarization, this day of CM 2,
presence OR L, 20 ')n by
Craig Robins" a as 4A0 of
Personally Known or Produced Identification
Type of Identification Produced 11 /1 - A I
YARITZED RODRIGUEZ
MY COMMISSION# GG 29141111
EXPIRES: February 7,2023
OBotided 7twu got ary Pubk
ri YJ P-A' WA -
FA9 'Fm=7
V.] ANN
My Commission Exp ires: tX6 1)) 11
lx.-/'L
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company,
its Manager
Release, Hold Harmless, and Indemnification Page 7 ofS
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM A+1D
COZZEC'-#iOESS:
Victoria M6ndez, City Attorney
Release, Hold HannIess, and Indemnification Page 8 of8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this . 6 day of November , 20 20, by
Tiny Dancer Acquisitions, LLC, a Delaware limited liability company, ("Applicant") to
the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the city for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-1 9") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28,2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemnification Page 1 0178
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Hannless, and Indemnification Page 2 of8
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Hannless, and Indemntlication Page 3 of a
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4 ofS
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Hannless, and Indemnificanon Page 5 of8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hannless, and Indemnificanon Page 6 of 8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Tiny Dancer Acquisitions, LLC
(Name g Applicant)
a
9
(Name of Person Authorized to Sign)
as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade ) Z
The foregoing instrument was acknowled ed before me bb mean of �3
— ph sical
presence OR online notarization, thisday of G-tz-19r, 20by
Craig Robins" a as of
. Personally Known V or Produced Identification
Type of Identification Produced . -1 J -
pr�i it ol-Ir §ta�n3 Narne': \�a V,
YAP trw ROMMEZ Nlry Public, State of-;t]
UY COMMM 0 OG 210011 9d
Commission No.: 616, 2-01 R (Arl
no ?3ftY PUbk -111AN My Commission Expires:
**as President of MDDA Stardust Manager, LLC, a Delaware limited liability company. its Manager
Release, Hold Hannlcss, and Indemnification Page 7 ofg
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mdndez, City Attorney
Release, Hold Harmless, and Indemnification Page 8 ofS
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6 day of November , 20 20, by
Uptown Girl Development LLC, a Delaware limited liability company, ("Applicant") to
the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant
Amendments to the Miami Design
Plan; and
has applied to the city for
District Retail Street Special Area
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID- 19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-I 9 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk. or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemnification Page I ofs
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID- 19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Release, Hold Harmless, and Indemnification Page 2 ofg
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Harmless, and Indernnificatton Page 3 of 8
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4 of 8
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
Release, Hold Harmless, and Indemnification Page 5 Of8
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Hannless, and Indemnification Page 6 of&
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Uptown Girl Development LLC
(Name of Applicant)
a ...Delaware 1%ited liability com
(Type of Comy or IndividV
By:
(Signature)
Craig Robins ) \V
(Name of Person AuthlWized to Sign)
as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
)SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled ed before me by ipeans of .1� h s*cal
presence OR online notarization, this day of aj�D&PK —,20%, 'by
Craig Robins" a as of
Personally Known or Produced Identification
Type of Identification Produced 41 -
Pri t or Stamp Name:
YARrrZM R01MIGUEZ N, tary Public, State of
WEVC0MM1SS10FebnNa#GG22023 W1 a nimission No.: 67. 7 q Al ua
IRES: q 7,
"VFRP`,W4WTt,U My Commission Expires:7
**as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
Release, Hold Harmless, and Indemnification Page 7 of&
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AN*
CORRECTNESS:
Victoria M6ndez, City Attorney
Release, Hold Hanntess, and Indemnification Page 8 of
CERTIFICATE OF
NORWEGIAN WOOD ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Sweet Bird Manager LLC,
a limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company (the "Company" ), is vested in MDDA Sweet Bird Manager LLC, a Delaware
limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of Norwegian wood
2020.
IN WITNESS WHEREON, I have hereunto set in�har 4 this 10 day of June,
S-WVEN GRETENSTEIN
CRAIG ROBIN
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this D day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personal known to
YAwrM RODRKM
MY COMMISSIM OG 29M
Q4 EXPIRES: Febrwy 7, 2M
'�';of rv°•`•lBadeQiTrullofarypu6icllwderetMa
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
�+ r
NOi I Y PU IC
Print Name: 11
My commissio expires:
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of MDDA Sweet
Bird Manager LLC, a Delaware limited liability company, on behalf of that company in its capacity
as the Manager of Norwegian Wood Acquisitions LLC, a Del.. ware limited liability company, n
behalf of that company. He is personally known to me. J 4 ,/`�
YARITZED WEZ 00
V U U u~
MYCOMMRSSM#GG2M1 NOTA PUBLIC Yl
EXPIRES: Febmy 7 2W
.�eadean"r�amywbkunae offs Print N e:
My co Zission expires: /1 Wav/
I
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Norwegian Wood Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 10 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature C/
Witness Name
nhD-A ObCAUO-)
Witness Signature
R 1110-0 A IO'dSd
Witness Name
NOR71by
N O ACQUISITIONS
LLCwe BirdManager LLC,
its -
bVE4 c16 sj�/
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DARE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ID day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
aw��h o - o
NOTARY PU,LIC
Print Name: I-1 I f C f A A) w S O
My commission expires:
ALICIA ALO"o
# GG087791
+= My COMMISSION
EXPIRES Aptll 1"()21
CERTIFICATE OF
OAK PLAZA ASSOCIATES (DEL.) LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Oak Plaza Associates (Del.) LLC, a Delaware limited
liability company (the "Company"), is vested in Miami Design District Associates Manager,
LLC, a Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen 0. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf ' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of oak plaza
IN WITNESS WHEREON, I have here
m A R e , 2020.
0
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by " physical presence or
on-line notarization this V'_ day of AQ 14 , 2020 by Steven Gretenstein, Vice
President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, on behalf of that company in its capacity as the Manager of Oak Plaza Associates (Del.)
LLC, a Delaware limited liability company, on behalf of that company. He is personally known to
me.
aim—W alwo
NOTARY PUBLIC
Print Name:
My commission expires:
ALICIA ALONSO
MY COMMISSION # GG087791
STATE OF FLORIDA EXPIRES April 18, 2021
SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by `/ physical presence or
on-line notarization this IS day of MAP C, 2020 by Craig Robins, President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Oak Plaza Associates (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
WkLb Q090-
NOTARY PUBLIC
Print Name:
My commission expires:
o;;YP� • ALICIA AL
ONSO
MY COMMISSION # GG087791
'�; EXPIRESAprI118,2021
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Oak Plaza Associates (Del.) LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN W TNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this �- day of
m Ali e , 2020.
Signed and delivered in the presence of:
L�
Witness Signature ,
�N C\(\- (
Witness Name
01
Witness Signature
PIiti'A A )vms6
Witness Name
F
A ASSOCIATES (DEL.) LLC,
I IGN DISTRICT
' ES MANAGER, LLC, its
igna e
UVEtiI 1--112E {�uSt� iaf
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE 1
The foregoing Certificate was acknowledged before me by ✓ physical presence or
_--on-line notarization this QT day of DAP , 2020 by Steven Gretenstein, Vice
President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, on behalf of that company in its capacity as the Manager of Oak Plaza Associates (Del.)
LLC, a Delaware limited liability company, on behalf of that company. He is personally known to
me.
NOTARY PUBLIC
Print Name:
My commission expires:
;�6u•.. ALICIA ALONSO
Ai
- MY COMMISSION # GG087791
'�+EXPIRES APOI 18.2021
CERTIFICATE OF
JUNGLE PLAZA LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Jungle Plaza LLC, a Delaware limited liability company (the
"Company"), is vested in Miami Design District Associates Manager, LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate d jungle plaza
IN WITNESS WHEREON, I have hereunto set m
2020.
f this to day of June,
SS:
I/
The foregoing Certificate \� as acknowledged before me by physical presence or
on-line notarization this f] day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associate; -Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Jungle Plaza. LLC, a Delaware limited liability
company, on behalf of that company. He is personally knowrypo me. 'i
@i:": YARIRER RODMEZ
MY COMMISSION # GG 22MI
EXPIRES; February 7. 2023
•�'.FqP �p �i Theo WZY PIM
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
TARY PU01
I�
Print Name: V _
My commiss' n expires:
SS:
The foregoing Certificatq was acknowledged before me by 1 physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Jungle Plaza. LLC, a Delaware limited liability company, on behalf
of that company. He is personally known to me. /I /*-I
-r.,
`""' -- YID R � NOT i RY PUBLIC n l l �
41 MY COMMISSION # GG SIM Print Name: (� Y hid Y 1
-«
EXPIRES February 7,2M
•�e«�aaaTtruNotaryP„&�„�r, My commission expires: 01)OT
� �1
pW
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jungle Plaza LLC, a Delaware limited
liability company, has made, constituted and appointed, and by these presents do make, constitute
and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akennan LLP, as its true and
lawful attorneys in its stead to execute all documents and instruments required with respect to
applications for a Special Area Plan and Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be done with respect
to the application as fully, to all intents and purposes, as he might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming all that said attorney
or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 10 day of
June, 2020.
Signed and delivered in the presence of.
Witness Signature
Witness Name
Witness Signature
A )1'0—IA A ID,;Iso
Witness Name
2G Zj
MI ESI
ASS CIA ISA
Print Name
.C,
DISTRICT
LLC, its
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Jungle Plaza LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
dku�.n 0W e)
NOTARY PU LIC
Print Name: l i C m W Omso
My commission expires:
ALICIA ALONSO
i�4r Pu�i'
MY COMMISSION # GG087791
;J EXPIRES April 18, 2021
CERTIFICATE OF
4200 ASSOCIATES LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of 4200 Associates LLC, a Delaware limited liability company
(the "Company"), is vested in Miami Design District Associates Manager, LLC, a Delaware
limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities,
certificate of 4200
2020.
IN WITNESS WHEREON, I have hereunto set
TE
this i —b day of June,
GXU—CNSTEIN
CRAIG ROBINS
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me b physical presence or
g g rn g Y p Y
on-line notarization this -L day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of 4200 Associates LLC,, a Delaware limited liability
company, on behalf of that company. He is personally laic}w to me. // 4
YARnM RODRIGUEZ
MY COMMISSION # GG 2MI
EXPIRES: February 7, 2023 lkY 1
F,odF�e. 'i gouda ihru NWq ftk Underw kM
Print Name:
My commis
STATE OF FLORIDA
) SS.
COUNTY OF MIAMI-DADE
C .
expires: 6 ki
The foregoing Certificate was acknowledged before me by physical presence or
g
on-line notarization this 10 day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of 4200 Associates LLC, a Delaware limited liability company, on
behalf of that company. He is personally known to me. 17A
YA •'_)DRIGUEZ
MY CG'" ., c = N # GG 29W1
'• 8� EXP RES. .-:�ruary7 2423
�C PVPubkUrAwwrItm
NOTARYTBLIC
Print N�I�
My commission expires:
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 4200 Associates LLC, a Delaware
limited liability company, has made, constituted and appointed, and by these presents do make,.
constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP, as its
true and lawful attorneys in its stead to execute all documents and instruments required with respect
to applications for a Special Area Plan and Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be done with respect
to the application as fully, to all intents and purposes, as he might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming all that said attorney
or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this ID day of
June, 2020.
Signed and delivered in the presence of.
Aoel&7
Witness Signature
ajbcr6f '.�
Witness Name
(I Dmjo
Witness Signature
A 1l'C+ A P 6o so
Witness Name
4200 ASSOCIATES
by MIA* D SIGN DISTRICT
ASSO T S MA$AGER, LLC, its
S�E BEN I.IFEIt/� E)�
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ) D day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of 4200 Associates LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
0ah -A Q�o
NOTARY PUIC
Print Name: i L-11a � 1 18 b
My commission expires:
ALIClA AL
ONSo
'= MY COMMISSION e GG087791
+ 1� EXPIRES April
18. 2021
Z OFfl
CERTIFICATE OF
PARADISE PLAZA ASSOCIATES LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Paradise Plaza Associates LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of paradise plaza
2020.
IN WITNESS WHEREON, I have hereunto set
CRAIG RO
of t is k day of June,
'NSTEIN
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ]L day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Paradise Plaza. Associates LLC, a Delaware
limited liability company, on behalf of that company. He is personally kWwn to nee.
' DIY YCOMM=p(Y tsf31E 29W
FOWM
�.ZVI'k 7.20M
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
NOT�RY PU C .
Print Name:
My comrnissi expires: to 2,
t J') U OT ' / I b
SS:
The foregoing Certificate was acknowledged before me by _ physical presence or
on-line notarization this _&_ day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Paradise Plaza Associates LLC, a Delaware limited liability
company, on behalf of that company. He is personally known ti) me. /I In /-)
YARMED RODRIGUEZ
*_ *; MY COMMISSION # GG 2MI
'7F EXPIRES; Febwary 7, 2023
'Eon F °`'=s W4W Thru gotuy Pubic Wdw~
NOTAJY PU � ' a n,�2
PrintNameIVY'
My commissio expires: (� ,` � ��
I 1OLL) V"
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Paradise Plaza. Associates LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this l0 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
Witness Name
Nj� &A
Witness Signature
P kCfA A ID,�►so
Witness Name
PARADISE PLAZ "SOCIATES LLC,
by MIASI4DJ�STRICT
ASSO TAT ER, LLC, its
lure
JE VEA �-fkd&AIJOA
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE ) /physical
The foregoing Certificate was acknowledged before me by presence or
on-line notarization this lb day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Paradise Plaza. Associates LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
"LD 01W
NOTARY PUBLIC
Print Name: A l ►'C i gWom $y
My commission expires:
. Y:y ALIM ALONSO
MY COMMISSION # GG087791
EXPIRES April 18, 2021
CERTIFICATE OF
HALF -CIRCLE PROPERTY (DEL.) LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Half -Circle Property (Del.) LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name
Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of half circle
2020.
IN WITNESS WHEREON, I have hereunto set Vyl hali as c this day of June,
CRAIG ROBIN
STEIN
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 0 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Half -Circle Property (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is pprsonally known to me.
YARITliD RODwuru •
sa; :*: MY COMMMM # GG W.01
;P`. EXPIRES; February 7, =
���'f4r ".'.:JBonded 71ru Piotery P+iDlcUrlOEfIMiG1Y
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE }
NOTPY PUBLI n_
Print Name:
ot
My commission e pires: n
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Half -Circle Property (Del.) LLC, a De)6w)tre limited liability
company, on behalf of that company. He is personally known t. me. A A _ /-)
iA +►u YARMW RODRIGM
ca ;a3 MYCOMMISSM IK GG 2"M
EXPIRES; Febnrary 7, 2W
Tku mawy P is a+admrs
0
NOT.' Y PUBI_ Taow
- f&M,1Print Name:
My commission pires: � n
OQ I b-
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Half -Circle Property (Del.) LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 16 day of
June, 2020.
Signed and delivered in the presence of:
10 fflffl� �4 ON - � �
Witness Signature
kZZ1,;' S'b"r -
Witness�N�ame,�
ftjo
Witness Signature
Al►Cilq Plcwso
Witness Name
HALF-C L P PERTY (DEL.) LLC,
by MI, I D GN DISTRICT
ASSO AT AGER, LLC, its
man er
V ture
EU� ��EfEnIS�E+N
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by V/ physical presence or
on-line notarization this is 0 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Half -Circle Property (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
b" ate
NOTARY PU LTC
Print Name: RC0 P IOA S0
My commission expires:
ALICIA ALONSO
MY COMMISSION # GG087791
EXPIRES April 18.2021
CERTIFICATE OF
LOVELY RITA ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Sweet Bird Manager LLC,
a limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Lovely Rita Acquisitions LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Sweet Bird Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name
Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Lehndda/sapkertificate of lovely rita
IN WITNESS WHEREON, I have hereunto
2020.
June,
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this _[0__ day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to rays.
W V f
'� - Y�Ro�R�U� NOTA Y PUB
WC 1
AR
COMMISS10N#GG2M1 2
Ex MS; February 7, A23 Print NW".
01A V.
f....•O
o: F�,.• •eftided TW Ndary puff,, ( qs
My commission xpires:
b U-1
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by lV/ physical presence or
on-line notarization this _U day of June, 2020 by Craig Robins, President of MDDA Sweet
Bird Manager LLC, a Delaware limited liability company, on behalf of that company in its capacity
as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited liability company, on behalf
of that company. He is personally known to me. J f }
.. ' YARRM RODRMGUF�Z V V L/ V (/ (/
WCOMM1ssioNG6299691 NOT Y PUBL f/
OViRM; Febnlary 7, 2023 Print Name: ►1 ! �•CI V
•'•�i0Ff1Q.:/BOfIQ9dTIMUPL6k WkMkM My commission pines:
ba e� �2�
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Lovely Rita Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fatly, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 10 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
Witness Name
Witness Signature
P 11' Cf )9 P 16AI SO
Witness Name
LOVEVYT�L ACUISITIONS LLC, by
MDD S eet f gird anager LLC, its
� EV CA1 kjCAISJO' I
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIA.MI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
NOTARY PUBLIC
Print Name: P ) r L' ! ,4 0)N S o
My commission expires:
ALICIA ALONSO
*: t; MY COMMISSION # GG087791 :�
`+�:' EXPIRES Apr11 18, 2021
CERTIFICATE OF
UPTOWN GIRL DEVELOPMENT LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Stardust Manager LLC, a
limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Uptown Girl Development LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Stardust Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
S. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/indda/sap/certificate of uptown girl
2020.
IN WITNESS WHEREON, I have hereunto se my h d s jo this day of June,
CRAIG R
TEN STEIN
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this 4__ day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a elaware limited liability company, on behalf of that company
in its capacity as the Manager of Uptown Girl Development LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to iW. A
a �0. EWMFebMM7.2= NOTARY PU IC hid
'''�s� �eona0ernruAomrrwe�cu�es Print Naxn'
My commissio expires:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this LI� day of June, 2020 by Craig Robins, President of MDDA
Stardust Manager LLC, a Delaware limited liability company, on behalf of that company in its
capacity as the Manager of Uptown Girl Development LLC, a Delaware lirWted liability com any,
on behalf of that company. He is personally known to me.
92
a
YMWMRODRIGUEZ
WtYCOMMISS10MG2MI NO ARY PUBLI V
'A7z EXPIRES: February 7, 2023 Print Name:
..�• /BOIIdBd TMI MOi�y PUG U11�EfMi�S
My commission e, fires:
EXHIBIT A
Power of Attomey
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Uptown Girl Development LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 10 day of
June, 2020.
Signed and delivered in the presence of
Witness Signature
9—cj�-5;'
Witness Name
n I Q P-1 in a
Witness Signature
A i,-c 1,P P 10AI SO
Witness Name
UPTO G DTVELOPMENT
LLC, b S ardust Manager LLC,
its t
ure `v
EvEA1 01 JE ICA S JE W
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by '/ physical presence or
on-line notarization this % () day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Uptown Girl Development LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
oinuo
_Gju.�_-A NOTARY PUBLIC
Print Name: A I ►' e r A A k N S 6
My commission expires:
- ALICIA AL®NS®
�- My COMMISSION # GG087791
t EXPIRES April 18. 2021
ar N,,
CERTIFICATE OF
SUN KING LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Sun King LLC, a Delaware limited liability company (the
Tom -PM"), is vested in Miami Design District Associates Manager, LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of sun king
2020.
IN WITNESS WHEREON, I have hereunto set Iny
EN G
- _ clue]
as of ties ] day of June,
STEIN
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this & day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Sun King LC, a Delaware limited liability
company, on behalf of that company. He is personally known to i e. 4 A
MOM RODRKM
:•:. �:
.+�.....oQg EXPIRES; February 7.2023
.? raondeaihuli�aryDu6icUrdenr+IMa
STATE OF FLORIDA }
) SS:
COUNTY OF MLAMI-DADE )
t�l`OTA Y 1'U 1C
Print ame-
My co miissi n expire
�j I�� 2�
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this _ day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Sun King LLC, a Delaware limited liability company, on behalf of
that company. He is personally known to me.
" :tqd ; YARnm ROMOGUEZ
;.: IMY COIMMIMON 4 GG 2MI
Via= EXPIRES: Febmy 7. 2023
"fpC11L�+'• /80f1d9d TIri1 rjOr81Y Pubic 1J116E1W1�Ifi
My commission
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Sun King LLC, a Delaware limited
liability company, has made, constituted and appointed, and by these presents do make, constitute
and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP, as its true and
lawful attorneys in its stead to execute all documents and instruments required with respect to
applications for a Special Area Plan and Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be done with respect
to the application as fully, to all intents and purposes, as he might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming all that said attorney
or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this lb day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
A,j-brl-a 5hi�A
Witness Name
Witness Signature
/
A I fO i A � )0AIS6
Witness Name
r
rG
L C, b , MIAMI DESIGN
A SO IATES MANAGER ,
LL er
S i aturevi
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE }
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this /6) day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Sun King LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
. " ��6 Oa _'b o
NOTARY PU LIC
Print Name: 11r(! 1A A lb&b
My commission expires:
ALICIA ALON30
MY COMMISSION # GG087791
EXPIRES April 18, 2021
b.
CERTIFICATE OF
DACRA DESIGN 4141, LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Dacra 4141 Managing Member,
Inc. a corporation organized and existing under the laws of the State of Florida, do hereby certify
as follows:
1. The management of Dacra Design 4141, LLC, a Delaware limited liability
company (the "Company" ), is vested in Dacra 4141 Managing Member, Inc., a Florida
corporation ("Managing Member").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Managing Member, holding the respective offices below set
opposite their names.
Name
Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Managing Member, without the
execution or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of Managing Member, in its capacity Managing
Member, in the name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of Managing Member
on behalf of the Company in connection with or related to the matters set forth herein, is,
adopted, ratified, confirmed and approved in all respects and for all purposes as the acts and
deeds of the Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of Dacra Design 4141
grown
IN WITNESS WHEREON, I have hereunto set my land this I day of June,
STEIN
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this W day of June, 2020 by Steven Gretenstein, Vice President of
Dacra 4141 Managing Member, Inc., a Florida corporation, on behalf of that corporation in its
capacity as the Managing Member of Dacra Design 4141, LLC a Delaware limited liability
company, on behalf of that company in its capacity as the Managing Member of Dacra Design
4141, LLC, a Delaware limited liability company, on behalf of that company. He is personally
known to me. I I A
YARMIMROUVWR
79KBWWW
O• 7.2VWThrullomryP'W M
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DARE )
NOTA',RY PUBVJC Mfiol
Print Name:
My commission expi//r��es: %
V�
7 �
The foregoing Certificate was acknowledged before me by � physical presence or
on-line notarization this I b day of June, 2020 by Craig Robins, President of Dacra 4141
Managing Member, Inc., a Florida corporation, on behalf of that corporation in its capacity as the
Managing Member of Dacra Design 4141, LLC a Delaware limited liability company, on behalf of
that company in its capacity as the Managing Member of Daq-n Designf 41, LLC, a Delaware
limited liability company, on behalf of that company. He is Wry'nally kn py) rne. _ /-)
.. v,
, a�► yAmTm ROMGUEZ NOTA Y PUBL C n .: •; nnr coNu�+issIor� c�c 2sssst Print N me: (,( d t�
EXPIRES.FeMM7,2M
•�yFOFFL?45Fgo dWThW SotWPoWurKIW~ My commission expires:
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Dacra Design 4141, LLC, a Delaware
limited liability company, has made, constituted and appointed, and by these presents do make,
constitute and appoint NEISEN 0. KASDIN and MARISSA AMUTAL, of Akerman LLP, as its
true and lawful attorneys in its stead to execute all documents and instruments required with respect
to applications for a Special Area Plan and Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be done with respect
to the application as fully; to all intents and purposes, as he might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming all that said attorney
or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 10 day of
June, 2020.
Signed and delivered in the presence of
Witness Signature
Witness Name
Nc" dlyu-6
Witness Signature
Witness Name
DAC Dy A
4141, LLC, by DACRA
4141 : AN GMEMBER, Inc., its
iteveA &dWsk'Al
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by I✓ physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
Dacra 4141 Managing Member, Inc., a Florida corporation, on behalf of that corporation in its
capacity as the Managing Member of Dacra Design 4141, LLC a Delaware limited liability
company, on behalf of that company in its capacity as the Managing Member of Dacra Design
4141, LLC, a Delaware limited liability company, on behalf of that company. He is personally
known to me.
GAU� CUCIU3
NOTARY P LIC
Print Name: � 1 f C i A� lots d
My commission expires:
ALICIA ALONSO
MY COMMISSION # GG087791
EXPIRES April 18, 2021
CERTIFICATE OF
MDDA MORNING DEW LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of MDDA Morning Dew LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen 0. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
U/mdda/sap/certificate of mdda moming dew
IN WITNESS WHEREON, I have hereun
2020.
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 16 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited
liability company, on behalf of that company. He is personally mown t9lne.
=; TMROMMEZ
I COMM ON 29s 1
WMS:F*Wwy7,2=
°Fw°•' *Raidedilrul 0WYPUbkW WxW=
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
NOTARY PU LIC.
Print Name: V %1 h
My commiss4n expires: 16
0�
The foregoing Certificate was acknowledged before me by V"physical presence or
on-line notarization this j day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited liability company,
on behalf of that company. He is personally known to me. I / /1 „
rip'*Y"mot+: YARITZEDRODRIGUEZ
MY COMMISSION # GG 29MI
EXPIRES; February 7, 2023
rsmw Thru Notary Pubrr Underwriters
NOTAT PUBLIC J odY1 IV -
Print Name: Y () n
My commission expires: aO?l®��ao ��
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that MDDA Morning Dew LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 16 day of
June, 2020.
Signed and delivered in the presence of:
Witness Sig -nature
Witness Name
Witness Signature
A I I'CiA fi IOAS4
Witness Name
MDDA7DSJUj
IN DEW LLC,
by MT; IDISTRICT
ASSOCIA-AGER, LLC, its
d 6VEA l� �trl� j')�llJ
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this X day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
aw�o o
NOTARY PUB
IC
Print Name: AID At So
My commission expires:
;`'' ALICIA ALONSO
MY COMMISSION # G0087791
%°q��; EXPIRES April 18, 2021
CERTIFICATE OF
TINY DANCER ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Stardust Manager LLC, a
limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Stardust Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A',
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of tiny dancer
IN WITNESS WHEREON, I have hereuntc
2020.
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DARE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company, on behalf of that company. He is personally known tolme. A
wrawRomma
._= MY COMMIS MDRIGM
oQ# 29M
';.,k+�Pv EXPIRES; February 7, 2023
I : rBWAW flttu ridarp PUbk WftwW
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
NOTARY( PUB]
Print N e:
My commission
The foregoing Certificate was acknowledged before m
on-line notarization this _a day of
Stardust Manager LLC, a Delaware limited liability company,
capacity as the Manager of Tiny Dancer Acquisitions LLC, a D
on behalf of that company. He is personally known to me. A
v "y YARIME) ROMMEZ
_ ,• MY COMMISSION O cG 2"M
EXPIRES; FONWY 7, 2M
,,�+�..• •reonaee tiro fiotary Puble uneNwfMs
nff.LMW'2ff "Aroffai ro L M �
M�l
e by V physical presence or
June, 2020 by Craig Robins, President of MDDA
on behalf of that company in its
Jaware limited liability company,
mi 4
NOTA�ZY PUBLIC V tj
Print ame:
My commission expi es:
b7A�a3
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Tiny Dancer Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as its true and lawful attorneys in its stead to execute all documents and instruments required with
respect to applications for a Special Area Plan and Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL its said attorneys, full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary to be done with
respect to the application as fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and confirming all that said
attorney or his substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this i day of
June, 2020.
Signed and delivered in the presence of: TINY D*MV� 'R AQUISITIONS
Witness Signature
�rllcjo shfJt
Witness Name
�G� L&A N
Witness Signature
PIicia A IOniSO
Witness Name
LLC, by MD A #[rdust Manager LLC,
its m41
S�re \'�-/
Slf-vetj
e-1RdCA1,9J(W
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by / physical presence or
on-line notarization this 11L day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
0 W-LA a
D
NOTARY PUBLIC
Print Name: n l i Ci A M b/,�SQ
My commission expires:
ALICIA ALONSO
*_ MY COMMISSION # GG087791
=,',�i .." EXPIRES April 18, 2021
Detail by Entity Name
Page 1 of 2
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA MORNING DEW, LLC
Filina Information
Document Number
M13000003644
FEI/EIN Number
80-0935808
Date Filed
06/10/2013
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE., STE-400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA PHASE III HOLDINGS, LLC
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
01/11/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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REPORT
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REPORT
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DIVISION OF CORPORATIONS
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Florida Department of State
' , I "I vieW r of &'rkw O
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA PHASE III HOLDINGS, LLC
Filina Information
Document Number
M13000003095
FEI/EIN Number
90-0998004
Date Filed
05/15/2013
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVE. SUIET 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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REPORT
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REPORT
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REPORT
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Detail by Entity Name
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0
- j _
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No Events No Name History
Detail by Entity Name
Foreign Limited Liability Company
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
Filina Information
Document Number
M10000004818
FEI/EIN Number
27-3946312
Date Filed
11/01/2010
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Mailina Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE
SUITE 400
MIAMI. FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MIAMI DESIGN DISTRICT ASSOCIATES, LLC
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
DIVISION OF CORPORATIONS
Miami Design District As:
earch
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Title P
ROBINS, CRAIG
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title VP
GRETENSTEIN, STEVEN
3841 NE 2ND AVENUE, SUITE 400
MIAMI. FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
View image in PDF format
02/14/2019 --ANNUAL REPORT
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02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
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eE
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MIAMI DESIGN DISTRICT ASSOCIATES, LLC
Filina Information
Document Number
M12000002701
FEI/EIN Number
27-3946228
Date Filed
05/15/2012
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title MGR
HORTION, ALAIN
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title MGR
GRETENSTEIN, STEVEN
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
DIVISION OF CORPORATIONS
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Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
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REPORT
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�"��► rrrr �a f� �� cr/ tsrrl3lrt s���r�t
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
UPTOWN GIRL DEVELOPMENT, LLC
Filing Information
Document Number M12000005412
FEI/EIN Number 46-1722136
Date Filed 09/27/2012
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
DACRA DESIGN 4141 LLC
Filina Information
Document Number
M08000003822
FEI/EIN Number
26-2947879
Date Filed
08/19/2008
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVENUE,
STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE,
STE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
DACRA 4141 MANAGING MEMBER, INC.
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
01 /09/2018
2019
02/14/2019
2020
02/04/2020
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Florida Department of State, Division of Corporations
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
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Annual Reports
Report Year
Filed Date
2018
01/11/2018
2019
02/14/2019
2020
02/04/2020
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Florida Department of State, Division of Corporations
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Detail by Entity Name
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
TINY DANCER ACQUISITIONS, LLC
Filina Information
Document Number
M12000006895
FEI/EIN Number
46-1744850
Date Filed
12/11/2012
State
DE
Status
ACTIVE
Last Event
LC AMENDMENT
Event Date Filed
12/12/2012
Event Effective Date
NONE
Principal Address
3841 N.E. 2ND AVENUE,
SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE,
SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA STARDUST MANAGER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/27/2018
2019
02/14/2019
2020
02/04/2020
Document Images
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REPORT
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REPORT
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REPORT
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12/12/2012 --
LC Amendment
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Florida Department of State, Division of Corporations
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Detail by Entity Name
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA STARDUST MANAGER, LLC
Filina Information
Document Number M12000005111
FEI/EIN Number 46-1340469
Date Filed 09/11/2012
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE STE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA STARDUST MEMBER LLC
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
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REPORT
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REPORT
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03/27/2017 --ANNUAL
REPORT
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Foreign Limited
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Florida Department of State, Dwlsion of Corporations
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10/28/2020 Detail by Entity Name
DIVISION OF CORPORATIONS
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA STARDUST MEMBER, LLC
Filing Information
Document Number
M12000005112
FEI/EIN Number
46-1321822
Date Filed
09/11/2012
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBBINS, CRAIG
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Authorized Persons) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/27/2018
2019
02/14/2019
2020
02/04/2020
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
SUN KING, LLC
Filing Information
Document Number
M13000003625
FEI/EIN Number
80-0935836
Date Filed
06/10/2013
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA PHASE III HOLDINGS, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/27/2018
2019
02/14/2019
2020
02/04/2020
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REPORT
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03/27/2017 --ANNUAL
REPORT
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REPORT
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Florida Department of State, Division of Corporations
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
OAK PLAZA ASSOCIATES (DEL.) LLC
Filina Information
Document Number
M10000004831
FEI/EIN Number
43-1959086
Date Filed
11/01/2010
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVE. SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
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REPORT
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REPORT
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REPORT
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REPORT
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Foreign Limited
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Florida Department of State, Division of Corporations
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Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
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No Events No Name History
Detail by Entity Name
Foreign Limited Liability Company
NORWEGIAN WOOD ACQUISITIONS, LLC
Filing Information
Document Number
M11000004632
FEI/EIN Number
37-1654504
Date Filed
09/15/2011
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA SWEET BIRD MANAGER LLC
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/27/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020
--ANNUAL REPORT
02/14/2019
--ANNUAL REPORT
02/27/2018
--ANNUAL REPORT
03/27/2017
--ANNUAL REPORT
04/07/2016
--ANNUAL REPORT
04/27/2015
--ANNUAL REPORT
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DIVISION OF CORPORATIONS
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--ANNUAL REPORT
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--ANNUAL REPORT
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-- Foreign Limited I
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Florida Department of State, Division of Corporations
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA SWEET BIRD MANAGER, LLC
Filina Information
Document Number
M11000004634
FEI/EIN Number
45-3265727
Date Filed
09/15/2011
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA SWEET BIRD MEMBER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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02/14/2019 --ANNUAL
REPORT
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REPORT
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DIVISION OF CORPORATIONS
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA SWEET BIRD MEMBER, LLC
Filina Information
Document Number
M11000004644
FEI/EIN Number
45-3265528
Date Filed
09/15/2011
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVENUE,
STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE,
STE. 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
02/22/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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02/14/2019 --ANNUAL
REPORT
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02/22/2018 --ANNUAL
REPORT
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DIVISION OF CORPORATIONS
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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Foreign Limited
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Florida Department of State, Division of Corporations
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Florida Department of State
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
LOVELY RITA ACQUISITIONS, LLC
Filing Information
Document Number
M11000004635
FEI/EIN Number
45-2612664
Date Filed
09/15/2011
State
DE
Status
ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA SWEET BIRD MANAGER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
01/12/2018
2019
02/14/2019
2020
02/04/2020
Document Images
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REPORT
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02/14/2019 --ANNUAL
REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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Foreign Limited
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Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
HALF -CIRCLE PROPERTY (DEL.) LLC
Filina Information
Document Number
M10000004811
FEI/EIN Number
65-0986414
Date Filed
11/01/2010
State
DE
Status
ACTIVE
Principal Address
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, SUITE 400
MIAMI. FL 33137
Reaistered Aaent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year
Filed Date
2018
01/11/2018
2019
02/14/2019
2020
02/04/2020
Document Images
02/04/2020 --ANNUAL
REPORT
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02/14/2019 --ANNUAL
REPORT
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01/11/2018 --ANNUAL
REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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REPORT
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Foreign Limited
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Florida Department of State, Division of Corporations
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Florida Department of State
DIVISION OF CORPORATIONS
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
4200 ASSOCIATES, LLC
Filina Information
Document Number M20000001344
FEI/EIN Number NONE
Date Filed 01/28/2020
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/28/2020 -- Foreign Limited View image in PDF format
Florida Department of State, Division of Corporations
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 10/27/2020
Detail by Entity Name
Page 1 of 1
Florida Department of State
DIVISION OF CORPORATIONS
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
JUNGLE PLAZA, LLC
Filina Information
Document Number M20000001332
FEI/EIN Number NONE
Date Filed 01/31/2020
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER,
3841 N.E. 2ND AVE., STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/31/2020 -- Foreign Limited View image in PDF format
Florida Department of State, Division of Corporations
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 10/27/2020
Detail by Entity Name
Page 1 of 1
Florida Department of State
DIVISION OF CORPORATIONS
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
PARADISE PLAZA ASSOCIATES, LLC
Filina Information
Document Number M20000001346
FEI/EIN Number NONE
Date Filed 01/31/2020
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/31/2020 -- Foreign Limited View image in PDF format
Florida Department of State, Division of Corporations
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 10/27/2020
Detail by Entity Name
Page 2 of 2
03/27/2017 --ANNUAL
REPORT
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04/22/2016 --ANNUAL
REPORT
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04/24/2015 --ANNUAL
REPORT
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04/14/2014 --ANNUAL
REPORT
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Florida Department of State, Division of Corporations
http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail? inquirytype=Entit... 10/27/2020